TIDMBST
RNS Number : 2440S
Big Sofa Technologies Group PLC
08 March 2019
8 March 2019
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/2014.
Big Sofa Technologies Group plc
("Big Sofa Technologies" or the "Company")
Share issuance to raise GBP1,000,000
&
Notice of General Meeting
Big Sofa Technologies (AIM:BST), an international video
analytics provider to the insight and analytics industries,
announces a conditional share issuance to raise GBP1,000,000,
further details of which are set out below:
-- Conditional subscriptions to raise GBP880,000 before expenses
by the issue and allotment by the Company of 22,000,000 new
Ordinary Shares at an issue price of 4 pence per share
o Includes GBP280,000 of conditional subscriptions from Nick
Mustoe, Kirsty Fuller and Steven Metcalfe (current Directors of the
Company) and Adam Reynolds (a former Director of the Company)
-- Metcalfe Consultancy Limited, which provides the services of
Steven Metcalfe to the Company, and Nick Mustoe have agreed that
outstanding amounts owed to them by the Company in relation to the
provision of non-executive director and consultancy services up to
and including the end of September 2019 amounting to, in aggregate,
GBP120,000 should be settled by the issue of 3,000,000 new Ordinary
Shares at the Issue Price
The Capital Raising and the Settlement Share Issue are
conditional upon Shareholders approving the Resolutions at the
General Meeting and Admission.
Background to and reasons for the Capital Raising
The Company's aim is to become a transformative resource within
large, global organisations, which are spending significant sums on
consumer insight and data analytics, through the use of video and
video analytics. The Directors believe that the Company's
observational research expertise, combined with its video analytics
technology, puts the Company in a good position to capitalise on
this opportunity. Earlier today, the Company announced its
financial results for the financial year ended 31 December 2018,
which outlined a strategic roadmap for 2019. This strategy
encompasses further strategic integration within a major customer's
key service lines; building on the Company's Visual Insight System
offering; and developing broader opportunities for automated data
extraction. The Capital Raising is necessary to provide additional
working capital for the business and support the growth
strategy.
Current trading
The Company appointed a new Chief Executive Officer on 7
November 2018, who has undertaken a strategic review and initiated
a programme of cost savings. As a result, the Directors expect the
Company will be able to realise cost savings across the business in
2019 of approximately GBP1.0 million compared to 2018. The Company
has made a positive start to 2019 with revenues and commissions
which are expected to be recognised in 2019 exceeding GBP400,000
(as at the date of this announcement), and a good pipeline of
prospective commissions. The Directors believe that the Company's
strategic roadmap (outlined in the Company's financial results for
the financial year ended 31 December 2018 represents a sound
strategy for 2019.
Use of proceeds
The proceeds of the Capital Raising will provide additional
working capital for the business and support the Company's growth
strategy as outlined in its financial results for the financial
year ended 31 December 2018.
Details of the Subscription
The Company has conditionally raised GBP880,000 before expenses
by separate subscriptions for, in aggregate, 22,000,000 new
Ordinary Shares at the Issue Price.
Novum Securities has conditionally subscribed for 15,000,000 new
Ordinary Shares. Nick Mustoe and Kirsty Fuller who are Directors,
and Adam Reynolds who is a former Director, have conditionally
subscribed for, in aggregate, 7,000,000 new Ordinary Shares.
The Subscription is conditional on the passing of the
Resolutions as well as the admission of the Subscription Shares to
trading on AIM. The Subscription Shares are expected to be admitted
to trading on AIM on 5 April 2019. If any of the conditions are not
satisfied, the Subscription Shares will not be issued.
The Subscription is not being underwritten.
The Subscription Shares will be issued free of all liens,
charges and encumbrances and will, when issued and fully paid, rank
pari passu in all respects with the Existing Ordinary Shares,
including the right to receive all dividends and other
distributions declared, made or paid after the date of their
issue.
Application will be made to the London Stock Exchange for the
admission of the Subscription Shares to trading on AIM. It is
expected that dealings in the Subscription Shares will commence on
or around 5 April 2019 subject to the passing of the Resolutions at
the General Meeting.
Details of the Settlement Share Issue
Metcalfe Consultancy Limited, which provides the services of
Steven Metcalfe to the Company, and Nick Mustoe have outstanding
amounts owed to them by the Company in relation to the provision of
non-executive director and consultancy services up to and including
the end of September 2019 amounting to, in aggregate, GBP120,000.
Each of Metcalfe Consultancy Limited and Nick Mustoe has agreed
that these sums should be settled by the issue of Ordinary Shares
at the Issue Price.
The Settlement Shares will be issued free of all liens, charges
and encumbrances and will, when issued and fully paid, rank pari
passu in all respects with the Existing Ordinary Shares, including
the right to receive all dividends and other distributions
declared, made or paid after the date of their issue.
Application will be made to the London Stock Exchange for the
Settlement Shares to be admitted to trading on AIM. It is expected
that dealings in the Settlement Shares will commence on or around 5
April 2019 subject to the passing of the Resolutions at the General
Meeting.
Related party transactions
Nick Mustoe, Kirsty Fuller and Steven Metcalfe (being current
Directors of the Company) and Adam Reynolds (being a former
Director of the Company), all of whom are related parties for the
purposes of the AIM Rules, have agreed to subscribe for Ordinary
Shares pursuant to the Subscription.
Metcalfe Consultancy Limited, which provides the services of
Steven Metcalfe to the Company, and Nick Mustoe have agreed to
settle outstanding amounts owed to them by the Company in relation
to the provision of non-executive director and consultancy services
up to and including the end of September 2019 by the issue of
Ordinary Shares at the Issue Price. Steven Metcalfe and Nick Mustoe
are each related parties for the purposes of the AIM Rules.
Details of the Subscription Shares and Settlement Shares to be
issued to the Related Parties are set out below:
Director Number of Number of Ordinary Total Ordinary Ordinary Share
Ordinary Shares Shares issued Shares held holding as
subscribed in settlement immediately a percentage
for pursuant of accrued Directors' following of Enlarged
to the Subscription fees pursuant the Capital Share Capital
to the Settlement Raising and immediately
Share Issue the Settlement following
Share Issue the Capital
Raising and
the Settlement
Share Issue
Kirsty Fuller 1,250,000 - 4,525,702 2.8%
--------------------- ---------------------- ---------------- ----------------
Nick Mustoe 2,000,000 1,468,750 10,377,199 6.3%
--------------------- ---------------------- ---------------- ----------------
Steven Metcalfe 2,000,000 1,531,250 9,029,022 5.5%
--------------------- ---------------------- ---------------- ----------------
Adam Reynolds
(former Director) 1,750,000 - 5,680,403 3.5%
--------------------- ---------------------- ---------------- ----------------
Total: 7,000,000 3,000,000 29,612,326 18.1%
--------------------- ---------------------- ---------------- ----------------
The subscriptions set out above are each related party
transactions for the purposes of Rule 13 of the AIM Rules
("Subscription Related Party Transactions").
John Haworth, Simon Lidington, Matt Lynch and Joe MacCarthy,
being the Directors not participating in the Subscription, are
considered to be independent directors of the Company for the
purposes of AIM Rule 13 in connection with the Subscription Related
Party Transaction. They consider, having consulted with the
Company's nominated adviser, Arden, that the terms of the
Subscription Related Party Transactions are fair and reasonable
insofar as the Shareholders are concerned.
The settlement of accrued Directors' fees by the issue of the
Settlement Shares to Metcalfe Consultancy Limited and Nick Mustoe
is also a related party transaction for the purposes of Rule 13 of
the AIM Rules ("Settlement Related Party Transaction").
Kirsty Fuller, John Haworth, Simon Lidington, Matt Lynch and Joe
MacCarthy are considered to be independent directors of the Company
for the purposes of AIM Rule 13 in connection with the Settlement
Related Party Transaction. They consider, having consulted with the
Company's nominated adviser, Arden, that the terms of the
Settlement Related Party Transaction are fair and reasonable
insofar as Shareholders are concerned.
Total voting rights
Following Admission, the Company's issued share capital will
consist of 163,750,692 Ordinary Shares, with each Ordinary Share
carrying the right to one vote. The Company does not hold any
Ordinary Shares in treasury. This figure of 163,750,692 Ordinary
Shares may therefore be used by Shareholders as the denominator for
the calculations by which they will determine if they are required
to notify their interest in, or a change in their interest in, the
share capital of the Company under the FCA's Disclosure Guidance
and Transparency Rules.
Shareholder circular and Notice of General Meeting
The Company expects to publish a circular today in connection
with the matters described in this announcement, which will contain
a notice convening the General Meeting at which Shareholders will
be asked to consider and, if thought fit, approve the Resolutions.
A letter will be posted to Shareholders today notifying them that a
copy of the circular will be made available on the Company's
website at www.bigsofatech.com.
The General Meeting will be held at the offices of Kindred
Agency Limited, 4th Floor, Dean Bradley House, 52 Horseferry Road,
London SW1P 2AF at 9.15 a.m. on 1 April 2019 (or as soon thereafter
as the AGM has concluded or been adjourned).
Capitalised terms used but not defined in this announcement
shall have the meanings given to such terms in the section headed
"Definitions" at the end of this announcement.
Expected timetable of principal events
2019*
Publication and dispatch of this document 8 March
Latest time and date for receipt of the 9.15 a.m. on 28 March
proxy appointment for the General Meeting
Time and date of the General Meeting 9.15 a.m. on 1 April**
Results of the General Meeting announced 1 April
Admission and commencement of dealings on 8.00 a.m. on 5 April
AIM
Despatch of definitive share certificates within 10 Business
in respect of the New Ordinary Shares Days
of Admission
* All references to times in this timetable are to London times
and each of the times and dates are indicative only and may be
subject to change. Any such change will be notified by an
announcement on a Regulatory Information Service.
** Or as soon thereafter as the AGM has concluded or been
adjourned.
Definitions
"Admission" the admission to trading on AIM of
the New Ordinary Shares becoming effective
in accordance with Rule 6 of the AIM
Rules
"AGM" the annual general meeting of the Company
convened for 9.00 a.m. on 1 April 2019
"AIM" the AIM market operated by the London
Stock Exchange
"AIM Rules" the rules for AIM companies as published
by the London Stock Exchange from time
to time
"Arden" Arden Partners plc, the Company's nominated
adviser and broker
"Board" or "Directors" the directors of the Company
"Business Day" any day which is not a Saturday, Sunday
or a public holiday in the UK
"Capital Raising" or the proposed conditional subscriptions
"Subscription" by the Subscribers for the Subscription
Shares at the Issue Price, further
details of which are set out in the
letter from the Chairman of the Company
"Enlarged Share Capital" the entire issued ordinary share capital
of the Company immediately following
Admission
"Existing Ordinary Shares" the 138,750,692 existing Ordinary Shares
in issue at the date of this Circular,
all of which are admitted to trading
on AIM
"FCA" the Financial Conduct Authority of
the UK
"General Meeting" the general meeting of the Company,
notice of which is set out at the end
of this document, and any adjournment
thereof
"Issue Price" 4 pence per new Ordinary Share
"London Stock Exchange" London Stock Exchange plc, a company
registered in England and Wales with
registered number 02075721
"New Ordinary Shares" the Subscription Shares and the Settlement
Shares
"Notice of General Meeting" the notice of the General Meeting,
which is set out at the end of this
document
"Novum Securities" Novum Securities Limited, a company
registered in England and Wales with
registered number 05879560
"Ordinary Shares" ordinary shares of 3 pence each in
the share capital of the Company
"Regulatory Information a regulatory information service as
Service" defined by the AIM Rules
"Related Parties" Adam Reynolds and certain of the Directors
who propose to subscribe for new Ordinary
Shares pursuant to the Subscription
and/or settle outstanding accrued Directors'
fees pursuant to the Settlement Share
Issue
"Resolutions" the resolutions relating to matters
necessary to implement the Subscription
and the Settlement Share Issue to be
proposed at the General Meeting, as
set out in the Notice of General Meeting
"Settlement Shares" the 3,000,000 new Ordinary Shares to
be issued by the Company pursuant to
the Settlement Share Issue
"Settlement Share Issue" the proposed settlement of accrued
Directors' fees owing to certain Directors
by the issue of new Ordinary Shares
at the Issue Price, further details
of which are set out in the letter
from the Chairman of the Company
"Shareholder(s)" holder(s) of Existing Ordinary Shares
"Subscribers" Novum Securities and the Related Parties
"Subscription Shares" the 22,000,000 new Ordinary Shares
to be issued by the Company pursuant
to the Subscription
Enquiries:
Big Sofa Technologies Group plc via Vigo Communications
Kirsty Fuller, CEO
Joe MacCarthy, CFO
Arden Partners plc (Nominated Adviser
and Joint Broker) +44 (0)20 7614 5900
Paul Shackleton / Ben Cryer
Novum Securities (Joint Broker) +44 (0)20 7399 9427
Colin Rowbury
Vigo Communications (Financial Public
Relations) +44 (0)20 7390 0237
Ben Simons / Jeremy Garcia / Antonia
Pollock
About Big Sofa Technologies Group plc
Big Sofa Technologies is an insight-led technology company. The
design and development of our technology has been guided by expert
understanding of the insight and analytics industries and the
needs, pressures and business questions of the clients they
serve.
We uncover and analyse new-to-the-industry behavioural data sets
in video, enabled by the power of our pioneering data capture and
platform technology. We are innovating both in how video-led
projects and programmes are designed and in how the data is
analysed, showcased, embedded and re-mined.
Our software platform collates, analyses and organises large
volumes of raw/unstructured video enabling our clients, which
include leading market research and data companies and major
household brands, to perform detailed and sophisticated consumer
insight analysis and make genuine use of video content.
Big Sofa Technologies' shares are admitted to trading on the
London Stock Exchange's AIM market under the ticker BST.L.
To find out more, visit www.bigsofatech.com
Follow us on twitter at @bigsofatech
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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